Exhibit 10.3

EMPLOYMENT AGREEMENT
 
THIS EMPLOYMENT AGREEMENT is made effective as of the 26th day of June, 2008 (the “Effective Date”).
 
AMONG:
 
MAX ENGINEERING LLC, a company formed pursuant to the laws of the State of Texas and having an office for business located at 9000 SW Freeway, Suite 410, Houston, TX 77074 ("Employer") and wholly owned subsidiary of WPCS INTERNATIONAL INCORPORATED, a corporation formed pursuant to the laws of the State of Delaware (“Parent”);
 
AND
 
Matthew Cumberworth, an individual having an address at 3872 26th Avenue, Moline, Illinois 61265. (“Employee”)
 
 
WHEREAS, Employee has agreed to serve as an Employee of Employer, and Employer has agreed to hire Employee as such, pursuant to the terms and conditions of this Employment Agreement (the “Agreement”).
 
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employee and Employer hereby agree as follows:
 
ARTICLE 1
EMPLOYMENT
 
Employer hereby employs Employee as Senior Vice President, and Employee hereby affirms and accepts such employment by Employer for the “Term” (as defined in Article 3 below), upon the terms and conditions set forth herein.
 
ARTICLE 2
DUTIES
 
During the Term, Employee shall serve Employer faithfully, diligently and to the best of his ability, under the direction and supervision of the President and Board of Directors of Employer and shall use his best efforts to promote the interests and goodwill of Employer and any affiliates, successors, assigns, subsidiaries, and/or future purchasers of Employer. Employee shall render such services during the Term from the assigned Moline, Illinois location above, and shall devote his time accordingly.   A job description for Employee is attached hereto as Exhibit A.
 
 
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ARTICLE 3
TERM
 
The “Term” of this Agreement shall commence on the Effective Date and continue thereafter for a term of two (2) years, as may be extended or earlier terminated pursuant to the terms and conditions of this Agreement.
 
ARTICLE 4
COMPENSATION
Salary
 
4.1
Employer shall pay to Employee an annual salary (the “Salary”) of One Hundred and Two Thousand Dollars ($102,000.00), payable in equal installments at the end of such regular payroll accounting periods as are established by Employer, or in such other installments upon which the parties hereto shall mutually agree, and in accordance with Employer’s usual payroll procedures, but no less frequently than monthly.   If this Agreement is extended for additional periods, salary increases will be determined by the Employer’s Board of Directors.
 
Benefits
 
4.2
During the Term, Employee shall be entitled to participate in all medical and other employee benefit plans, including vacation, sick leave, retirement accounts and other employee benefits provided by Employer to similarly situated employees on terms and conditions no less favorable than those offered to such employees. Such participation shall be subject to the terms of the applicable plan documents, Employer’s generally applicable policies, and the discretion of the Board of Directors or any administrative or other committee provided for in, or contemplated by, such plan.
 
Expense Reimbursement
 
4.3
Employer shall reimburse Employee for reasonable and necessary expenses incurred by him on behalf of Employer in the performance of his duties hereunder during the Term in accordance with Employer's then customary policies, provided that such expenses are adequately documented.

 
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Bonus
 
4.
In addition to the Salary, Employee shall be eligible to receive bonuses, based on the financial performance of the Employer, at the discretion of the Board of Directors of the Employer or Parent (“Discretionary Bonus”).  In addition to the Discretionary Bonus, Employer recognizes that Employee brings certain business relationships with his employment, and Employer wishes to encourage Employee to continue to develop those relationships.  To further this goal, Employer agrees to the following bonuses:

(a)  
Finder’s Fee Bonus.  Employee brings with his employment a relationship with BP North America, Inc. and its affiliates and subsidiaries, including Hillcrest Wind Energy, LLC, and Coldbrook Wind Energy, LLC (collectively and individually the “Client”).  Employer recognizes that each contract it enters into with Client will be due in part to Employee’s past, current, and future efforts, so for each contract between Employer, its Parent, or Parent’s or any of its Principle’s subsidiaries or affiliates and Client (individually the “Contract”, collectively the “Contracts”), Employee will receive a bonus equal to $250 for every $100,000 of Contract price (the “Finder’s Fee Bonus”).  The Finder’s Fee Bonus will become due on the date the Contract is entered into. The Contract will be “entered into” upon execution of the Contract with the client.  Notwithstanding the foregoing, the Contract amount shall be subsequently reduced, Employee shall be obligated to repay excess amounts paid to him within 30 days of payment to him.  Any increase in the Contract amount shall likewise result in an additional payment due to Employee, to be paid as set forth below.  The Employer’s obligation for payment of the Finder’s Fee Bonus will survive any cessation in employment by Employee in the Employer for any reason other than termination for Cause, including death, for the period of two years following the execution of this Agreement, unless extended as provided herein, and shall be payable with respect to all Contracts entered into with the Client during that period.

(b)  
 Gross Profits Bonus.  At the time Employer, Parent, or Parent’s affiliates or subsidiaries receive payment for the Contract, Employee will receive a bonus of five-percent of the gross profits from the Contract (the “Gross Profits Bonus”).  “Gross profits” shall be calculated by the sales price minus the cost of goods sold.  The “cost” shall not include any deductions for operating expenses or income tax.  The Gross Profits Bonus will be paid  following conclusion of the Contract including final accounting for the gross profits on Contract  and Employer, Parent, or Parent’s affiliates or subsidiaries receiving final payment for the Contract.   This Gross Profit’s Bonus will survive any termination by Employee of the Employer except for termination for Cause.  The Employer’s obligation for payment of the Gross Profits Bonus will survive any cessation in employment by Employee in the Employer for any reason other than for Cause, including death, for the period of two years following the execution of this Agreement, unless extended as provided herein, and shall be payable with respect to all Contracts entered into with the Client during that period.
 
 
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If the Employee is paid a lump sum by the Client to agree not to pursue the performance of services related to the designated Contract ( the “Buy Out”), the Employer, Parent, or Parent’s affiliates or subsidiaries will be reimbursed for the direct costs related to the bidding, proposing or pursuing the Contract.  Any Buy Out remaining after reimbursements to the Employer, Parent, or Parent’s affiliates or subsidiaries  will be shared equally between the Employee and Employer, Parent, or Parent’s affiliates or subsidiaries.

Employee’s rights to the Finder’s Fee Bonus and Gross Profits Bonus shall vest upon execution of this Agreement.

ARTICLE 5
OTHER EMPLOYMENT
 
During the Term of this Agreement, Employee shall devote the necessary time and effort, attention, knowledge, and skill to the management, supervision and direction of Employer’s business and affairs as Employee’s highest professional priority. Except as provided below, Employer shall be entitled to all benefits, profits or other issues arising from or incidental to all work, services and advice performed or provided by Employee. Provided that the activities listed below do not materially interfere with the duties and responsibilities under this Agreement, nothing in this Agreement shall preclude Employee from devoting reasonable periods required for:
 
 
(a)
Serving as a member, shareholder, director, or employee of any organization involving no conflict of interest with Employer;;
 
 
(b)
Serving as a consultant in his area of expertise to government, commercial and academic panels where it does not conflict with the interests of Employer; and
 
 
(c)
Managing his personal investments or engaging in any other non-competing business.
 
ARTICLE 6
CONFIDENTIAL INFORMATION/INVENTIONS
 
Confidential Information
 
6.1
Employee shall not, in any manner, for any reasons, either directly or indirectly, divulge or communicate to any person, firm or corporation, any confidential information concerning any matters not generally known or otherwise made public by Employer which affects or relates to Employer’s business, finances, marketing and/or operations, research, development, inventions, products, designs, plans, procedures, or other data (collectively, “Confidential Information”) except in the ordinary course of business or as required by applicable law. Without regard to whether any item of Confidential Information is deemed or considered confidential, material, or important, the parties hereto stipulate that as between them, to the extent such item is not generally known, such item is important, material, and confidential and affects the successful conduct of Employer’s business and goodwill, and that any breach of the terms of this Section 6.1 shall be a material and incurable breach of this Agreement. Confidential Information shall not include (i) information in the public domain at the time of the disclosure of such information by Employee, (ii) information that is disclosed by Employee with the prior consent of Employer, or (iii) in connection with a legal or governmental proceeding provided that Employee has delivered prior written notice thereof to Employer and has reasonably cooperated (at Employer’s expense) with any efforts by Employer to prevent such disclosure.
 
 
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Documents
 
6.2
Employee further agrees that all documents and materials furnished to Employee by Employer and relating to the Employer’s business or prospective business are and shall remain the exclusive property of Employer. Employee shall deliver all such documents and materials, not copied, to Employer upon demand therefore and in any event upon expiration or earlier termination of this Agreement. Any payment of sums due and owing to Employee by Employer upon such expiration or earlier termination shall be conditioned upon returning all such documents and materials, and Employee expressly authorizes Employer to withhold any payments due and owing pending return of such documents and materials.
 
Inventions
 
6.3
All ideas, inventions, and other developments or improvements conceived or reduced to practice by Employee, alone or with others, during the Term of this Agreement which relate to the business then conducted by the Employer, whether or not during working hours, that are within the scope of the business of Employer or that relate to or result from any of Employer’s work or projects or the services provided by Employee to Employer pursuant to this Agreement, shall be the exclusive property of Employer. Employee agrees to assist Employer, at Employer’s expense, to obtain patents and copyrights on any such ideas, inventions, writings, and other developments, and agrees to execute all documents necessary to obtain such patents and copyrights in the name of Employer.
 
Disclosure
 
6.4
During the Term, Employee will promptly disclose to the Board of Directors of Employer full information concerning any interest, direct or indirect, of Employee (as owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) or any member of his immediate family in any business that is actually known to Employee to purchase or otherwise obtain services or products from, or to sell or otherwise provide services or products to, Employer or to any of its suppliers or customers.
 
 
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ARTICLE 7
COVENANT NOT TO COMPETE
 
Except as expressly permitted in Article 5 above, during the Term of this Agreement, (a) Employee shall not engage, directly or indirectly, in any business or activity competitive to any business or activity engaged in, or proposed to be engaged in, by Employer or (b) soliciting or taking away or interfering with any contractual relationship of any employee, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of Employer, or using, for the benefit of any person or entity other than Employer, any Confidential Information of Employer. The foregoing covenant prohibiting competitive activities shall survive the termination of this Agreement and shall extend, and shall remain enforceable against Employee, with respect to any business or activity that Employer is engaging in as of the termination date of this Agreement and the territory for such business or activity, for the period of one (1) year following the date this Agreement is terminated. In addition, during the two-year period following such expiration or earlier termination, neither Employee nor Employer or Parent shall make or, to the extent within its control, permit the making of any negative statement of any kind concerning Employer or its affiliates, or their directors, officers or agents or Employee, except in connection with any legal or governmental proceedings or actions. Nothing in this Article 7 shall be deemed, however, to prevent Employee from owning securities of any publicly-owned corporation engaged in any such business, provided that the total amount of securities of each class owned by Employee in such publicly-owned corporation (other than Parent) does not exceed two percent (2%) of the outstanding securities of such class.  If Employee resigns for Good Reason or if Employer terminates Employee without Cause, then this Article 7 shall have no force or effect.
 
ARTICLE 8
SURVIVAL
 
Employee agrees that the provisions of Articles 6, 7 and 9, and Employer agrees that the last sentence of Articles 4(a), 4(b), and 7, shall survive expiration or earlier termination of this Agreement for any reasons, whether voluntary or involuntary, with or without cause, and shall remain in full force and effect thereafter.  Notwithstanding the foregoing, if this Agreement is terminated upon the dissolution of Employer, the filing of a petition in bankruptcy by Employer or upon an assignment for the benefit of creditors of the assets of Employer, Articles 6, 7 and 9 shall be of no further force or effect.
 
 
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ARTICLE 9
INJUNCTIVE RELIEF
 
Employee acknowledges and agrees that the covenants and obligations of Employee set forth in Articles 6 and 7 with respect to non-competition, non-solicitation, confidentiality and Employer’s property relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause Employer irreparable injury for which adequate remedies are not available at law. Therefore, Employee agrees that Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Employee from committing any violation of the covenants and obligations referred to in this Article 9. These injunctive remedies are cumulative and in addition to any other rights and remedies Employer may have at law or in equity.
 
ARTICLE 10
TERMINATION
 
Termination by Employee
 
10.1
Employee may terminate this Agreement for Good Reason at any time upon 30 days’ written notice to Employer, provided the Good Reason has not been cured within such period of time.  If Employee terminates this Agreement for Good Reason, then Article 7 shall have no force or effect.
 
Good Reason
 
10.2
In this Agreement, “Good Reason” means, without Employee’s prior written consent, the occurrence of any of the following events, unless Employer shall have fully cured all grounds for such termination within thirty (30) days after Employee gives notice thereof:
      
  (i)   any reduction in his then-current Salary;
     
 
(ii)
any material failure to timely grant, or timely honor, any equity or long-term incentive award;
 
 
(iii)
failure to pay or provide required compensation and benefits;
 
 
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(iv)
any material diminution in his title or duties or the assignment to him of duties not customarily associated with Employee’s position as Senior Vice President of Employer;
 
 
(v)
any relocation of Employee’s office as assigned to him by Employer, to a location more than 25 miles from the assigned location;
 
 
(vi)
the failure of Employer to obtain the assumption in writing of its obligation to perform the Employment Agreement by any successor to all or substantially all of the assets of Employer or upon a merger, consolidation, sale or similar transaction of Employer or;
 
 
(vii)
the voluntary or involuntary dissolution of Employer, the filing of a petition in bankruptcy by Employer or upon an assignment for the benefit of creditors of the assets of Employer.
 
The written notice given hereunder by Employee to Employer shall specify in reasonable detail the cause for termination, and such termination notice shall not be effective until thirty (30) days after Employer’s receipt of such notice, during which time Employer shall have the right to respond to Employee’s notice and cure the breach or other event giving rise to the termination.
 
Termination by Employer
 
10.3
Employer may terminate its employment of Employee under this Agreement for cause at any time by written notice to Employee. For purposes of this Agreement, the term “cause” for termination by Employer shall be (a) a conviction of or plea of guilty or nolo contendere by Employee to a felony, or any crime involving fraud or embezzlement; (b) the refusal by Employee to perform his material duties and obligations hereunder; (c) Employee’s willful and intentional misconduct in the performance of his material duties and obligations; or (d) if Employee or any member of his family makes any personal profit arising out of or in connection with a transaction to which Employer is a party or with which it is associated without making disclosure to and obtaining the prior written consent of Employer. The written notice given hereunder by Employer to Employee shall specify in reasonable detail the cause for termination. In the case of a termination for the causes described in (a) and (d) above, such termination shall be effective upon receipt of the written notice. In the case of the causes described in (b) and (c) above, such termination notice shall not be effective until thirty (30) days after Employee’s receipt of such notice, during which time Employee shall have the right to respond to Employer’s notice and cure the breach or other event giving rise to the termination.
 
 
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Severance
 
10.4
Upon a termination of this Agreement without Good Reason by Employee or with cause by Employer, Employer shall pay to Employee all accrued and unpaid compensation and expense reimbursement as of the date of such termination, subject to the provision of Section 6.2. Upon a termination of this Agreement with Good Reason by Employee or without cause by Employer, Employer shall pay to Employee all accrued and unpaid compensation and expense reimbursement as of the date of such termination, including any pro-rated bonus, and the “Severance Payment.”  The Severance Payment shall be payable in a lump sum, subject to Employer’s statutory and customary withholdings.  If the termination of Employee hereunder is by Employee with Good Reason, the Severance Payment shall be paid by Employer within five (5) business days of the expiration of any applicable cure period. If the termination of Employee hereunder is by Employer without cause, the Severance Payment shall be paid by Employer within five (5) business days of termination.  The “Severance Payment” shall equal the amount of the Salary payable to Employee under Section 4.1 of this Agreement from the date of such termination until the end of the Term of this Agreement (prorated for any partial month).
 
Termination Upon Death
 
10.5
If Employee dies during the Term of this Agreement, this Agreement shall terminate, except that Employee’s legal representatives shall be entitled to receive any earned but unpaid compensation or expense reimbursement, including any pro-rated bonus, due hereunder through the date of death.
 
Termination Upon Disability
 
10.6
If, during the Term of this Agreement, Employee suffers and continues to suffer from a “Disability” (as defined below), then Employer may terminate this Agreement by delivering to Employee thirty (30) calendar days’ prior written notice of termination based on such Disability, setting forth with specificity the nature of such Disability and the determination of Disability by Employer. For the purposes of this Agreement, “Disability” means Employee’s inability, with reasonable accommodation, to substantially perform Employee’s duties, services and obligations under this Agreement due to physical or mental illness or other disability for a continuous, uninterrupted period of sixty (60) calendar days or ninety (90) days during any twelve month period.    Upon any such termination for Disability, Employee shall be entitled to receive any earned but unpaid compensation or expense reimbursement, including any pro-rated bonus, due hereunder through the date of termination.
 
 
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ARTICLE 11
PERSONNEL POLICIES, CONDITIONS, AND BENEFITS
 
Except as otherwise provided herein, Employee’s employment shall be subject to the personnel policies and benefit plans which apply generally to Employer’s employees as the same may be interpreted, adopted, revised or deleted from time to time, during the Term of this Agreement, by Employer in its sole discretion. During the Term hereof, Employee shall be entitled to vacation during each year of the Term at the rate of three (3) weeks per year, in addition to five (5) personal days. Employee shall take such vacation and personal days at a time approved in advance by Employer, which approval will not be unreasonably withheld but will take into account the staffing requirements of Employer and the need for the timely performance of Employee's responsibilities.
 
 
ARTICLE 12
BENEFICIARIES OF AGREEMENT
 
This Agreement shall inure to the benefit of Employer and any affiliates, successors, assigns, parent corporations, subsidiaries, and/or purchasers of Employer as they now or shall exist while this Agreement is in effect.
 
ARTICLE 13
GENERAL PROVISIONS
 
No Waiver
 
13.1
No failure by either party to declare a default based on any breach by the other party of any obligation under this Agreement, nor failure of such party to act quickly with regard thereto, shall be considered to be a waiver of any such obligation, or of any future breach.
 
Modification
 
13.2
No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the parties to be charged therewith.
 
Choice of Law/Jurisdiction
 
13.3
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to any conflict-of-laws principles. Employer and Employee hereby consent to personal jurisdiction before all courts in the State of Texas, and hereby acknowledge and agree that Texas is and shall be the most proper forum to bring a complaint before a court of law.
 
 
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Entire Agreement
 
13.4
This Agreement embodies the whole agreement between the parties hereto regarding the subject matter hereof and there are no inducements, promises, terms, conditions, or obligations made or entered into by Employer or Employee other than contained herein.
 
Severability
 
13.5
All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in Articles 1 and 4 hereof, shall be held to be invalid by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.
 
Headings
 
13.6
The headings contained herein are for the convenience of reference and are not to be used in interpreting this Agreement.
 
Independent Legal Advice
 
13.7
Employer has obtained legal advice concerning this Agreement and has requested that Employee obtain independent legal advice with respect to same before executing this Agreement.  Employee, in executing this Agreement, represents and warranties to Employer that he has been so advised to obtain independent legal advice, and that prior to the execution of this Agreement he has so obtained independent legal advice, or has, in his discretion, knowingly and willingly elected not to do so.
 
No Assignment
 
13.8
Employee may not assign, pledge or encumber his interest in this Agreement nor assign any of his rights or duties under this Agreement without the prior written consent of Employer.
 
 
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Notices
 
13.9
All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, mailed by certified mail, return receipt requested, or via recognized overnight courier service with all charges prepaid or billed to the account of the sender to the parties (and shall also be transmitted by facsimile to the Persons receiving copies thereof) at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):
 
(a)  
Company:
 
Max Engineering LLC
9000 SW Freeway, Suite 410
Houston, TX 77074
Attn:  Hak-Fong Ma, President
Phone:  (713) 773-2525
 
(b)  
Employee:
 
Matthew Cumberworth
3872 26th Avenue
Moline, Illinois 61265
Phone:  (309) 797-5986
 
 
 

 
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IN WITNESS WHEREOF the parties have executed this Employment Agreement effective as of the day and year first above written.
 
 
Employer:          
           
  MAX ENGINEERING LLC        
           
           
By: 
/s/ HAK-FONG MA
    
 
  
 
Hak-Fong Ma
    
 
  
 
President
    
 
  
           
           
Employee:          
           
By: 
/s/ MATTHEW CUMBERWORTH        
  Matthew Cumberworth        
           
           
 

 
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Exhibit A: Job Description

The duties of this position include but are not limited to:

·  
Manage daily operations and administration of construction crews
·  
Responsible for hiring and training of crew members
·  
Maintain customer relations including daily communication and new customer development
·  
Responsible for bidding and negotiating contract prices and change orders
·  
Responsible for profitability of projects
·  
Utilize knowledge, experience and past customer relations to develop and manage opportunities in wind power and related industries including construction, consulting, engineering and other professional services.
 
 
 
 
 
 
 
 
 
 

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